EXHIBIT 10.10



Note:  Portions of this exhibit indicated by “[*]”
are subject to a confidential treatment request, and have been omitted from this
exhibit. Complete, unredacted copies of this exhibit have been filed with the
Securities and Exchange Commission as part of this Company’s confidential
treatment request.


This
Purchase and License Agreement for FWA Equipment (the “Agreement”) is entered by and among
Nortel Networks Limited and Nortel Networks de México, S.A. de C.V. (“NN Mexico” and, collectively, “Nortel Networks”), and Axtel, S.A. de
C.V. (the “Customer” and,
together with Nortel Networks, the “Parties”),
is effective from the Closing Date and shall continue in effect thereafter
during the Term. References to “days” shall mean calendar days, unless
otherwise specified. 


1.  Definitions


	
  1.1

  	
   
	
  “Concession”
  means any concession, license, permit or the like (including any additions or
  amendments thereto) granted and issued by the governmental authorities of
  Mexico as of the Closing Date or during the Term in favor of Customer that
  are legally required under applicable laws for operation of the Products sold
  hereunder and Customer’s networks in Mexico.

  
	
   
	
   
	
   

	
  1.2

  	
   
	
  “Force Majeure Event”
  means the occurrence of fire, casualty, explosion, lightning, accident,
  strike, lockout, labor unrest, labor dispute (whether or not, in respect of
  the foregoing labor-related matters, the affected party is in a position to
  settle the matter), war (declared or undeclared), armed conflict, civil
  disturbance, riot, Act of God, delay of common carrier, the enactment,
  issuance, or application of any law, local by-law, regulation, or executive,
  administrative, or judicial order, acts (including delay or failure to act)
  of any governmental authority, or any other cause or causes (whether of the foregoing,
  nature or not), or any other similar or different occurrence, which cause or
  occurrence is beyond the reasonable control of the affected party and whether
  or not foreseeable by such party.

  
	
   
	
   
	
   

	
  1.3

  	
   
	
  “Furnish-only”
  means Products which Customer is responsible for installing.

  
	
   
	
   
	
   

	
  1.4

  	
   
	
  “FWA Business”
  means, among other things, the
  know-how and licenses that would allow a third party to manufacture and
  support base station equipment, customer premises equipment, remote element
  manager, system software and installation toolsets, that combined provide a
  fixed wireless access solution operating in the 3.5 GHz spectrum using TDMA
  technology.

  
	
   
	
   
	
   

	
  1.5

  	
   
	
  “Hardware” means
  a Nortel Networks machine, equipment or component, but not including the
  software.

  
	
   
	
   
	
   

	
  1.6

  	
   
	
  “Local Nortel Networks Affiliate”
  means any person or entity established prior to or during the Term in Mexico,
  more than fifty percent (50%) of whose voting shares or outstanding capital
  stock is owned or controlled (directly or indirectly) by Nortel Networks or
  an affiliate of Nortel Networks.

  
	
   
	
   
	
   

	
  1.7

  	
   
	
  “Nortel Networks Finance Agreement”
  means the Restructured Amended and Restated Finance Agreement, dated as of
  _____________ __, 2003, entered into by and between Nortel Networks Limited
  as Lender and Axtel, S.A. de C.V. as Borrower.

  
	
   
	
   
	
   

	
  1.8

  	
   
	
  “Products” means
  any Hardware, Software or Third Party Vendor Items provided under this
  Agreement, which are further described in Annex
  C hereto.

  
	
   
	
   
	
   

	
  1.9

  	
   
	
  “Replacement Agreements”
  means, collectively: (i) this Agreement, (ii) the Technical Assistance
  Services Agreement for FWA Equipment, dated as of the date hereof and entered
  into between Customer and NN Mexico (the “FWA
  TAS Agreement”), (iii) the Purchase and License Agreement for
  Non-FWA Equipment, dated as of the date hereof and entered into between the
  Parties hereto, and (iv) the Technical Assistance Services Agreement for Non-

  














	
  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  





	
   
	
   
	
  FWA Equipment, dated as of the date hereof and
  entered into between Customer and NN Mexico.

	
   
	
   
	
   

	
  1.9.1
	
   
	
  “Restructuring Agreement”
  means the Restructuring Agreement, dated as of __________ __, 2003, entered
  into among the Parties hereto.

	
   
	
   
	
   

	
  1.10
	
   
	
  “Senior Note”
  means that certain promissory note dated ____________ __, 2003, executed by
  Customer and payable to Nortel Networks as per the Nortel Networks Finance
  Agreement.

	
   
	
   
	
   

	
  1.11
	
   
	
  “Services” means
  the activities which may be undertaken by Nortel Networks pursuant to an
  Order, including but not limited to, consulting, business planning, network
  planning and analysis. 

	
   
	
   
	
   

	
  1.12
	
   
	
  “Site” means a
  location designated by Customer at which the Products are to be installed and
  the Services are to be performed.

	
   
	
   
	
   

	
  1.13
	
   
	
  “Software” means
  computer programs in object code form or firmware which is owned or licensed
  by Nortel Networks, its parent or one of its subsidiaries or affiliates, and
  is copyrighted and licensed, not sold. Software consists of machine-readable
  instructions, its components, data, audio-visual content (such as images,
  text, recordings or pictures) and related licensed materials including all
  whole or partial copies. 

	
   
	
   
	
   

	
  1.14
	
   
	
  “Software Scripts”
  means the high level overlay of the Radio Element Manager (REM) software that
  is either run on demand or scheduled and typically collects, post processes
  or interprets data for operational, installation, commissioning and
  maintenance purposes. The Software Scripts do not include REM daemons or REM
  Graphical User Interface screens (GUI). 

	
   
	
   
	
   

	
  1.15
	
   
	
  “Specifications”
  means, with respect to Products and/or Services, the technical specifications
  set forth in Annex D hereto, which describe or explain the standard
  functional capabilities and/or requirements for such Products and/or
  Services. 

	
   
	
   
	
   

	
  1.16
	
   
	
  “Taxes” means all
  federal, state, provincial, local, foreign, gross income, gross receipts,
  sales, use, value added, stamp, levies, customs duties, franchise,
  withholding, excise, real or personal property taxes, registration charges
  and all other similar taxes.

	
   
	
   
	
   

	
  1.17
	
   
	
  “Term” means five
  (5) years, commencing on the Closing Date (as defined in the Restructuring
  Agreement), provided that the Term may be extended for subsequent one
  (1) year periods, subject to the Parties agreeing on mutually acceptable
  commercially reasonable terms and conditions, where “commercially reasonable” shall mean
  terms and conditions which would be
  expected to be found in a comparable contractual arrangement between arms’
  length parties, acting without other economic constraint or influence, of
  similar size and financial situation for products and/or services similar or
  comparable to those under this Agreement, including, without limitation,
  price and gross margins, minimum orders, volume commitments and delivery lead
  times, capital investment required and credit quality of the buyer; and provided,
  further, that, solely for the period prior to any sale of the FWA
  Business by Nortel Networks to an unrelated third party, (i) twelve (12)
  months prior to the end of the Term as then in effect, the Parties shall
  enter into negotiations to determine such mutually acceptable
  commercially reasonable terms and conditions, (ii) if agreement on such terms
  and conditions is not reached by the date that is nine (9) months prior to
  the end of such Term, such determination shall be submitted to arbitration
  pursuant to the Rules of Conciliation and Arbitration of the International
  Chamber of Commerce then in force, such proceedings to take place in the
  English language in the City of Miami, Florida, before a panel of three (3)
  arbitrators appointed in accordance with the aforementioned rules, (iii) if
  such arbitration has not resulted in a determination on or before the end of
  the Term as then in effect, the terms and conditions of this Agreement as in
  effect during such Term shall be deemed to continue in 




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  effect until such a determination is reached, at
  which time such determination shall be applied retroactively to the end of
  such Term, (iv) if the terms and conditions determined by such arbitration
  are acceptable to Customer but are not accepted by Nortel Networks, then the
  arbitrators shall determine the price at which they believe the FWA business
  would be sold in an arms length
  transaction by parties acting without other economic constraint or influence,
  (v) Customer shall have the right to purchase the FWA Business at such price,
  and (vi) if the Customer elects not to purchase the FWA Business at such
  price, then Nortel Networks shall have no continuing obligation to Customer
  beyond the terms of this Agreement as then in effect.

	
   
	
   
	
   

	
  1.18
	
   
	
  “Third Party Vendor Items” includes “Third Party
  Hardware” and “Third Party Software” and means any non-Nortel Networks
  hardware and/or software supplied to Customer under this Agreement.

	
   
	
   
	
   

	
  2. 
  Orders; Initial Order; Change Orders and Delivery Times

	
   
	
   
	
   

	
  2.1
	
   
	
  Customer may acquire Products or Services by: (i)
  issuing a written purchase order, signed by an authorized representative, or
  (ii) if Customer is enrolled in any then current Nortel Networks electronic
  commerce program, by submitting electronic orders (collectively, “Orders”). 

	
   
	
   
	
   

	
  2.2
	
   
	
  All Orders shall reference this Agreement and shall
  comply with the Order Procedure attached as Annex
  E hereto. Orders are totally binding and non-cancelable.

	
   
	
   
	
   

	
  2.3
	
   
	
  All Orders will be governed by and cannot alter the
  terms and conditions of this Agreement. In order to be valid, all Orders must
  be accepted by Nortel Networks through a written or electronic communication.
  Nortel Networks shall accept such Order within the next ten (10) business
  days after delivery thereof, if such Order (i) is in compliance with this
  Agreement (prices and descriptions) and no additional terms and conditions
  have been imposed; (ii) Nortel Networks has received the applicable payment
  in accordance with Section 5 hereof; and (iii) Customer has provided the applicable
  letter of credit or other form of payment guarantee in accordance with
  Section 5 hereof. For the avoidance of doubt, the Parties agree that Nortel
  Networks shall not be obligated to start performing under any Order until
  Customer complies with the provisions of this Section 2.3. In the event
  Nortel Networks does not accept an Order in accordance with this Section 2.3,
  it shall promptly return to Customer any payments made and/or letters of
  credit provided by Customer under this Section 2.3.

	
   
	
   
	
   

	
  2.4
	
   
	
  The implementation schedule, responsibility matrix
  and any other items which may be necessary for the performance of Nortel
  Networks’ obligations hereunder shall be mutually agreed upon between the
  Parties and included as exhibits to the Order. Such exhibits shall be deemed
  incorporated into this Agreement by this reference.

	
   
	
   
	
   

	
  2.5
	
   
	
  Attached hereto as Annex
  A is the initial Order, which Customer hereby delivers and
  shall  be subject to Section 5.21
  below.  

	
   
	
   
	
   

	
  2.6
	
   
	
  The prices set forth in Annex F and reflected in each Order are based on anticipated
  delivery and performance schedules and specifications incorporated in such
  Order. 

	
   
	
   
	
   

	
  2.7
	
   
	
  Any changes to this Agreement or an Order initiated
  by Customer or Nortel Networks after the Closing Date resulting in
  adjustments to process, job schedule, contract price or other requirements
  thereof may be cause for adjustment by Nortel Networks to the prices and to
  the relevant delivery and performance schedules set forth therein. Any such
  adjustment shall be detailed in a change order, a form of which is attached
  hereto as Annex B (“Change Order”).
  If the Change Order affects any Products for which Nortel Networks has
  commenced manufacturing or has shipped or any Services for which Nortel
  Networks has commenced performance, the adjustment of the price shall include
  reasonable, documented charges incurred by Nortel Networks related thereto.
  No such changes shall be performed until a 




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  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  





	
   
	
   
	
  Change Order has been executed by authorized
  representatives of the Parties. A Change Order may only be used to increase
  the amount of Products and/or Services ordered and in no event may the amount
  of Products and/or Services in an Order be cancelled or decreased, whether
  through a Change Order or otherwise.

	
   
	
   
	
   

	
  2.8
	
   
	
  Nortel Networks shall deliver the Products in
  accordance with the timing set forth in Annex J of this Agreement. The
  delivery times shall commence after Order acceptance as specified in Section
  2.3 of this Agreement. Nortel Networks shall deliver the Products at the
  applicable Nortel Networks’ factory, except for RSS equipment, which shall be
  delivered at Nortel Networks’ North American consolidation warehouse for
  Mexico (currently in Texas, USA).

	
   
	
   
	
   

	
  3. 
  Electronic Commerce Programs

	
   
	
   
	
   

	
  3.1
	
   
	
  By enrolling in any Nortel Networks’ electronic
  commerce program, Customer agrees to comply with the terms of such program.
  Customer agrees that all electronic Orders issued are equivalent to a written
  Order, are governed by the terms and conditions of this Agreement and that in
  the event of any conflict between this Agreement and the information
  contained in Customer’s or Nortel Networks’ electronic commerce website, this
  Agreement governs. Customer is responsible for the use and protection of all
  electronic commerce passcodes provided by Nortel Networks and agrees that all
  Orders submitted using such passcodes are valid and binding Orders authorized
  by Customer. Nortel Networks shall have no liability to Customer due to
  Customer’s failure to access Customer’s or Nortel Networks’ electronic
  commerce website or errors or failures relating to its operation. 

	
   
	
   
	
   

	
  4. 
  Licensed Use of Software

	
   
	
   
	
   

	
  4.1
	
   
	
  Nortel Networks grants Customer a nonexclusive and
  perpetual (subject to Nortel Networks termination rights set forth in section
  4.5 below) license to use a copy of the Software with the Products to the
  extent of the activation or authorized usage level. 

	
   
	
   
	
   

	
  4.2
	
   
	
  To the extent Software is furnished for use with
  designated Products or Customer-furnished equipment (“CFE”), Customer is
  granted a nonexclusive and perpetual (subject to Nortel Networks termination
  rights set forth in section 4.5 below) license to use the Software only on
  such Products or CFE, as applicable. 

	
   
	
   
	
   

	
  4.3
	
   
	
  Software contains trade secrets and Customer agrees
  to treat Software as Information (as defined in Section 10). Customer will
  ensure that anyone who uses the Software does so only in compliance with the
  terms of this Agreement. 

	
   
	
   
	
   

	
  4.4
	
   
	
  Customer shall not: (a) use, copy, modify, transfer
  or distribute the Software except as expressly authorized, provided, however,
  that, Customer is hereby authorized to generate new Software Scripts or
  modify the existing ones; and provided, further, that Nortel Networks
  shall not be obligated to support such modified Software Scripts, nor shall
  it be responsible for any performance issues resulting from such modified
  Software Scripts; (b) reverse assemble, reverse compile, reverse engineer or
  otherwise translate the Software; (c) create derivative works or modifications
  unless expressly authorized; or (d) sublicense, rent or lease the Software.
  Licensors of intellectual property to Nortel Networks are beneficiaries of
  this provision. 

	
   
	
   
	
   

	
  4.5
	
   
	
  Upon breach of the Software license by Customer as
  set forth in this Agreement or in the event the designated Product or CFE is
  no longer in use, this license terminates and Customer will promptly return
  the Software to Nortel Networks or certify its destruction. 

	
   
	
   
	
   

	
  4.6
	
   
	
  Nortel Networks may audit by remote polling or other
  reasonable means to determine Customer’s Software activation or usage levels.
  




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  4.7
	
   
	
  With respect to Third Party Software, Customer
  agrees to abide by the terms provided by Nortel Networks with respect to any
  such software. Customer further agrees that the terms contained in any Nortel
  Networks or third party “shrink wrap” or “click” licenses shall govern the
  use of such software. 

	
   
	
   
	
   

	
  4.8
	
   
	
  If Nortel Networks and Customer agree that delivery
  of Software is to be made electronically via File Transfer Protocol, then
  delivery of such Software by Nortel Networks shall be deemed to have taken
  place at such time as the Software is loaded onto a network server, as
  designated by Nortel Networks, and Customer has been provided with
  appropriate instructions and passwords to enable Customer to begin use of
  such Software. Notwithstanding the foregoing, the Parties shall comply with
  all regulations applicable to importation of Software pursuant to applicable
  law. 

	
   
	
   
	
   

	
  4.9
	
   
	
  Customer is allowed to make copies of the Software,
  as may be reasonably necessary for back up, execution or archival purposes
  only.

	
   
	
   
	
   

	
  5. 
  Charges, Payment and Taxes

	
   
	
   
	
   

	
  5.1
	
   
	
  The contract price for the Products (including
  software) and Services is set forth in Annex F hereto. Unless otherwise
  agreed by the Parties in an Order, all prices are in U.S. dollars, exclusive
  of Taxes. All prices are applicable solely in Mexico. 

	
   
	
   
	
   

	
  5.2
	
   
	
  In accordance with the terms of Annex “E”, within the next five (05)
  business days after the delivery of the Order in accordance with the terms
  set forth in Sections 5.3 and 5.21 below, Nortel Networks shall deliver to
  Customer an invoice for one hundred percent (100%) of the purchase price of
  such Order.  

	
   
	
   
	
   

	
  5.3
	
   
	
  [*] 

	
   
	
   
	
   

	
  5.4
	
   
	
  [*]. 
  Customer shall not be obligated to pay, and Nortel Networks shall not
  be entitled to draw on the letter of credit or other form of payment
  guarantee, the purchase price of the Non-Compliant Products until Nortel
  Networks corrects such non-compliance, provided, however, that
  prior to such resolution Nortel Networks shall issue a revised invoice
  relating to the portion of Products received by Customer that is in
  compliance with the terms of the Order. Partial shipments shall be allowed
  under this Agreement, subject to the terms set forth in Annex “J” of this Agreement. For the
  avoidance of doubt, the Parties agree that the purchase price of the
  compliant Products shall be paid by Customer as provided in this Section 5.4.

	
   
	
   
	
   

	
  5.5
	
   
	
  All Orders for Services shall be accompanied by a
  letter of credit or other form of payment guarantee consistent with Section
  5.17 hereof for one hundred percent (100%) of the price of such Services.
  Nortel Networks shall invoice Customer one hundred percent (100%) of the
  price of Services upon completion, unless the Service continues beyond thirty
  days, in which case Nortel Networks shall invoice Customer at the end of each
  month for the Services performed in that month. 

	
   
	
   
	
   

	
  5.6
	
   
	
  With respect to Services, amounts are due upon
  receipt of invoice and shall be paid by Customer within thirty (30) days of
  the invoice date. 

	
   
	
   
	
   

	
  5.7
	
   
	
  Customer shall pay interest on any late payments at
  the rate of eighteen percent (18%) per annum (1 1⁄2% per month). 

	
   
	
   
	
   

	
  5.8
	
   
	
  Charges for Software may be based on extent of use
  authorized as specified in this Agreement. Customer agrees to pay the charges
  applicable for any activation or usage beyond the authorized level. 

	
   
	
   
	
   

	
  5.9
	
   
	
  Customer is liable and responsible for any Taxes
  relating to the Products or Services furnished 




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  by Nortel Networks or its subcontractors pursuant to
  this Agreement (whether incurred directly or indirectly by Nortel Networks)
  and shall, at Nortel Networks’ direction, promptly pay to Nortel Networks or
  pay directly to the applicable government or taxing authority, if requested
  by Nortel Networks, all such Taxes; provided, however, that in no event
  shall Customer be liable for Taxes computed upon the income or gross revenues
  of Nortel Networks or its subcontractors.

	
   
	
   
	
   

	
  5.10
	
   
	
  Customer shall be responsible for payment of
  personal property taxes for Products and materials from the date of shipment
  by Nortel Networks. Customer’s obligations pursuant to this Section shall
  survive any termination of this Agreement. 

	
   
	
   
	
   

	
  5.11
	
   
	
  Customer shall, within thirty (30) days of the tax
  payment on behalf of Nortel Networks, furnish to Nortel Networks all original
  tax receipts or certified copies in Nortel Networks’ name showing payment of
  the Tax and such other documentation relating to the tax payment which Nortel
  Networks may reasonably request. 

	
   
	
   
	
   

	
  5.12
	
   
	
  If Customer shall claim to be exempt from any Taxes,
  Customer shall furnish to Nortel Networks a tax exemption certificate from
  the relevant taxing authority in the form required by law or otherwise
  reasonably acceptable to Nortel Networks. If Customer shall claim any such
  tax exemption and provides Nortel Networks the required tax exemption
  certificate and Nortel Networks does not collect the Taxes in reliance
  thereupon, Customer shall hold Nortel Networks harmless from and against any
  and all assessments for such Taxes levied on Nortel Networks, including all
  interest, penalties and late charges upon any such Taxes and the cost of
  professional consulting fees incurred by Nortel Networks to settle the
  applicable tax matter with the relevant tax authorities.

	
   
	
   
	
   

	
  5.13
	
   
	
  If withholding of any Tax is required in respect of
  any payment by Customer to Nortel Networks hereunder, Customer shall: (i)
  withhold the appropriate amount from such payment, (ii) pay such amount to
  the relevant authorities in accordance with applicable law, and (iii) pay
  Nortel Networks an additional amount such that the net amount received by
  Nortel Networks is the amount Nortel Networks would have received in the
  absence of such withholding.

	
   
	
   
	
   

	
  5.14
	
   
	
  Customer shall pay all applicable customs fees,
  import duties, and similar charges directly to the appropriate governmental
  authorities. Each party agrees to ensure that it is in good standing and is
  appropriately registered, including without limitation, with respect to
  Taxes, in any country, state or other jurisdiction where legally required.

	
   
	
   
	
   

	
  5.15
	
   
	
  Nortel Networks reserves the right to import
  services or subcontractors when and where necessary to complete services
  related to this Agreement. To the extent the Local Nortel Networks Affiliate
  must import services or subcontractors in support of this Agreement, Nortel
  Networks reserves the right to have the Local Nortel Networks Affiliate
  invoice Customer an additional amount such that the cost of the withholding
  taxes for such imported Services are borne by Customer.

	
   
	
   
	
   

	
  5.16
	
   
	
  Customer consents without qualification to the sale
  and/or assignment of receivables, in whole or in part, including all or any
  part of any associated rights, remedies, and obligations, by Nortel Networks
  subject to a 30-day prior written notice, and authorizes the disclosure of
  this Agreement as necessary to facilitate such sale. Any tax impact to
  Customer resulting from such sale and/or assignment shall be borne by Nortel
  Networks.

	
   
	
   
	
   

	
  5.17
	
   
	
  The payments referred to in Sections 5.3(ii), 5.5
  above and 5.21 below shall be secured by: (i) an irrevocable and
  unconditional letter of credit in favor of Nortel Networks, confirmed by a
  United States bank acceptable to Nortel Networks, or (ii) another form of
  payment guarantee acceptable to Nortel Networks in its sole discretion. 

	
   
	
   
	
   

	
  5.18
	
   
	
  If Nortel Networks is prevented from making a
  shipment of Products, installing such Products or performing the Services due
  to any Force Majeure Event or for any other reason 




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  attributable, in whole or in part, to Customer, the
  Customer shall accordingly arrange an extension of such letter of credit and
  reimburse Nortel Networks for any additional expenses arising out of any such
  delay; provided, however, that this reimbursement obligation shall
  apply only to the extent that the delay was attributable to Customer; and provided,
  further, that Customer shall promptly reimburse Nortel Networks for any
  such additional expenses, and Nortel Networks shall subsequently return to
  Customer any monies which Customer may have paid in excess once the Parties
  have reached an agreement on the actual extent of Customer’s reimbursement
  obligation.

	
   
	
   
	
   

	
  5.19
	
   
	
  Nortel Networks reserves the right to reject an
  Order at Nortel Networks’ sole discretion, or to withhold shipment of the
  Products or performance of the Services, or any portion thereof, if: (i)
  Customer is in default of its payment obligations hereunder, (ii) Customer is
  in breach of its obligations under this Agreement, or (iii) Customer falls
  under any of the situations described in Sections 16.1 (i) through (iv)
  hereof, and all relevant dates for completion shall be adjusted accordingly.

	
   
	
   
	
   

	
  5.20
	
   
	
  Customer hereby irrevocably waives, to the fullest
  extent permitted by law, the right to dispute any invoice submitted by Nortel
  Networks hereunder, if such invoice is not disputed within twenty one (21)
  days from invoice receipt. Such dispute must be resolved within ninety (90)
  days from the invoice date. Payment of any disputed amounts is due and
  payable upon resolution. All other amounts remain due as per this Section 5.

	
   
	
   
	
   

	
  5.21
	
   
	
  Notwithstanding any other provision of this Section
  5 to the contrary, in the case of Orders for the annual minimum order amounts
  referred to in Section 19 below, Customer shall submit, on or before December
  15 of each year, and dated as of the date of such submission, separate Orders
  relating to the minimum order commitments for the succeeding calendar year,
  as follows:  (a) In the case of RSS’s, the Customer
  shall submit four (4) separate Orders, each one for one fourth (1/4) of the
  Baseline Annual Minimum Commitment of RSS units set forth in Section 1(a) of
  Annex H of this Agreement, relating to the four calendar quarters of the
  succeeding calendar year, provided that the Orders for the Additional Annual
  Minimum Commitment of RSS Units set forth in such Annex H, shall be placed by
  Customer during the calendar year to which such Additional Annual Minimum
  Commitment applies, and (b) In the case of base stations, the Customer shall
  submit one (1) Order for the total annual minimum commitment for such
  calendar year. Nortel Networks shall accept such Orders within ten (10)
  business days (in the place where Nortel Networks’ office which receives such
  Orders is located) after delivery thereof if such Orders are in compliance
  with this Agreement (prices and descriptions) and no additional terms and
  conditions have been imposed.  [*].  Delivery of Products under each such Order
  shall be in accordance with Annex “J” and shall commence after the initial
  payment and that payment of the remaining thirty percent (30%) of the
  purchase price for each Order will be due ten (10) days after Product
  delivery, subject to the terms set forth in Section 5.4 for non-complying
  delivery.

	
   
	
   
	
   

	
  5.22
	
   
	
  Customer has the right to engage a third party
  financial institution to provide financing for the Products and/or Services
  supplied by Nortel Networks under this Agreement (provided that Customer is
  in compliance with the financial covenants set forth in the Nortel Networks
  Finance Agreement), in which case such third party financial institution will
  make the payments as provided under this Agreement; provided, however,
  that Customer shall continue to be obligated to comply with all its
  obligations hereunder.

	
   
	
   
	
   

	
  6. 
  Warranty

	
   
	
   
	
   

	
  6.1
	
   
	
  Nortel Networks warrants that the Hardware: (i) is
  free from defects in materials and workmanship, and (ii) substantially
  conforms to its Specifications. If Hardware does not function as warranted
  during the warranty period, Nortel Networks will determine to either: (i)
  make it do so, or (ii) replace it with substantially equivalent Hardware. 




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  6.2
	
   
	
  Nortel Networks provides the Software on an “AS IS”
  BASIS WITHOUT WARRANTIES OF ANY KIND.

	
   
	
   
	
   

	
  6.3
	
   
	
  Nortel Networks warrants that Services will be
  performed in a professional and workmanlike manner. If Services are not
  performed as warranted and Nortel Networks is notified in writing by Customer
  within sixty (60) days of the date of the non-conforming Services, Nortel
  Networks will re-perform the non-conforming Services. 

	
   
	
   
	
   

	
  6.4
	
   
	
  The warranty period for Hardware shall be twelve
  (12) months from the date of delivery to Customer as per the terms of this
  Agreement. In the event Nortel Networks determines that repair or replacement
  as set forth in this Section 6 cannot be made using commercially reasonable
  efforts (which determination shall be made within thirty (30) days after
  Nortel Networks receives written notice from Customer) Nortel Networks will
  give Customer a credit equal to the purchase price paid by Customer for the
  Hardware, provided that Customer has returned such Hardware to Nortel
  Networks.

	
   
	
   
	
   

	
  6.5
	
   
	
  No warranty is provided for: (i) supply items
  normally consumed during Product operation; (ii) failures caused by
  non-Nortel Networks products; (iii) failures caused by a Product’s inability
  to operate in conjunction with other Customer hardware or software different
  from the Third Party Vendor Items provided by Nortel Networks under this
  Agreement; or (iv) performance failures resulting from improper installation
  and maintenance or Customer’s use of unauthorized parts or components.
  Warranty will be voided by misuse, accident, damage, alteration or
  modification, failure to maintain proper physical or operating environment,
  use of unauthorized parts or components or improper Customer maintenance. The
  performance by Customer, directly or indirectly, of the installation,
  engineering, commissioning, network design, support and maintenance of FWA
  Products by skilled personnel in accordance with the Nortel Procedures shall
  not invalidate the warranty provided hereunder. 

	
   
	
   
	
   

	
   
	
   
	
   

	
  6.6
	
   
	
  Nortel Networks provides Third Party Vendor Items on
  an “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, unless Nortel Networks
  specifies otherwise. However, such Third Party Vendor Items may carry their
  own warranties and Nortel Networks shall pass through to Customer any such
  warranties to the extent authorized. Nortel Networks shall provide to
  Customer the necessary contact information and applicable documentation, if
  available, for those third party vendors. Furthermore, Nortel Networks shall
  provide reasonable assistance to Customer so that Customer may avail itself
  of any such warranties, but only to the extent such assistance does not cause
  Nortel Networks to incur any out-of-pocket expenses or material additional
  costs.

	
   
	
   
	
   

	
  6.7
	
   
	
  Nortel Networks warrants that all Nortel Networks
  Products supplied hereunder shall have been tested at the factory to ensure
  that they conform to their Specifications and that they shall have
  successfully passed those tests.

	
   
	
   
	
   

	
  6.8
	
   
	
  THESE WARRANTIES AND LIMITATIONS ARE CUSTOMER’S
  EXCLUSIVE WARRANTIES AND SOLE REMEDIES, AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS,
  EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
  CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

	
   
	
   
	
   

	
  7. 
  Services 

	
   
	
   
	
   

	
  7.1
	
   
	
  Warranty Services:
  During the warranty period, Nortel Networks provides warranty Services
  without charge for Nortel Networks Hardware supplied under this Agreement to
  correct Hardware defects or to bring it up to conformance with the
  Specifications set forth in this Agreement. Warranty Services to be provided
  by Nortel Networks are further described in Annex
  “G” hereof. 




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  7.2
	
   
	
  Customer shall notify Nortel Networks prior to
  returning any Hardware and must reference a return material authorization
  number issued by Nortel Networks on documentation accompanying such returned
  Hardware. When Customer is required to return Hardware to Nortel Networks for
  warranty service, Customer agrees to ship it prepaid and suitably packaged to
  a location Nortel Networks designates. Nortel Networks will return the
  Hardware to Customer at Nortel Networks’ expense. Nortel Networks is
  responsible for loss of, or damage to, Hardware while it is: (i) in Nortel
  Networks’ possession, or (ii) in transit back to Customer. Any exchanged
  Hardware becomes Nortel Networks’ property and, subject to Section 8 - Title
  and Risk of Loss, its replacement becomes the Customer’s property. The
  replacement Hardware may not be new but will be in working order and
  equivalent to the item exchanged. The warranty period for the repaired or
  exchanged Hardware shall be the greater of ninety (90) days from the date of
  delivery of the Hardware back to Customer, or the remaining Hardware warranty
  period. Customer agrees to ensure that exchanged Hardware is free of any
  legal obligations or restrictions that prevent its exchange and represents
  that all returned items are genuine and unaltered. Relocation of Products
  under warranty Services may result in adjustments to the price and response
  times. 

	
   
	
   
	
   

	
  7.3
	
   
	
  Where applicable, before Nortel Networks provides
  warranty services, Customer agrees to: (i) follow the problem determination,
  problem analysis, and warranty services request procedures that Nortel
  Networks provides; (ii) secure all program and data contained in Hardware;
  and (iii) inform Nortel Networks of changes in the Hardware’s location. 

	
   
	
   
	
   

	
  7.4
	
   
	
  Post-warranty and other Services to supplement the
  warranty Services, including advanced shipment of replacement parts, may be
  available at prices and policies to be negotiated in good faith and agreed
  between the Parties. The warranty service terms and exclusions in Section 6
  above shall apply to post- and supplemental warranty Services.

	
   
	
   
	
   

	
  7.5
	
   
	
  Services in General:
  Customer agrees to reasonably cooperate with Nortel Networks in the
  performance by Nortel Networks of the Services, including, without
  limitation, providing Nortel Networks with sufficient and timely access free
  of charge to facilities, data, information and personnel of Customer in
  accordance with the then-current Customer policies, and a suitable physical environment
  meeting Nortel Networks’ specified requirements to permit the timely delivery
  and installation of Products and/or performance of Services, including the
  recovery by Nortel Networks of any tools, diagnostic or test equipment,
  documentation or other items used by Nortel Networks in the performance of
  the Services. 

	
   
	
   
	
   

	
  7.6
	
   
	
  In addition, Customer shall be responsible for the
  accuracy and completeness of all data and information that it provides or
  causes to be provided to Nortel Networks. In the event that there are any
  delays by Customer in fulfilling its responsibilities as stated above, there
  is a disagreement between the parties as to the cooperation required from
  Customer, or there are errors or inaccuracies in the information provided,
  Nortel Networks shall be entitled to appropriate schedule and pricing
  adjustments, including storage fees. It is understood and agreed that the
  Services provided by Nortel Networks may include the advice and
  recommendations of Nortel Networks, but all decisions in connection with the
  implementation of such advice and recommendations shall be the sole
  responsibility of, and made by, Customer, unless such advice and
  recommendations are part of consulting services purchased by Customer.

	
   
	
   
	
   

	
  7.7
	
   
	
  Service Personnel:
  Nortel Networks and Customer are each responsible for the supervision,
  direction, compensation and control of their own employees and
  subcontractors. Nortel Networks may subcontract any portion or all of the
  Services to subcontractors selected by Nortel Networks. Neither Party shall
  knowingly solicit to hire employees of the other Party with whom it had
  contact as a result of the performance of the Services for a period ending
  twelve (12) months after completion of the Services. Neither Party shall be
  precluded from conducting generalized searches for employees (and hiring
  those employees who respond to generalized searches) either through the use
  of search firms or advertisements in the media, provided that searches are
  not specifically targeted to employees providing Services.




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  7.8
	
   
	
  Intellectual Property Rights:
  Nortel Networks, on behalf of itself and its subcontractors, reserves all
  proprietary rights in and to: (i) all methodologies, designs, engineering
  details, and other data pertaining to the Services and designs, documentation
  and other work product prepared by Nortel Networks and delivered to Customer,
  (ii) all original works, computer programs and updates developed in the
  course of providing the Services (except Customer’s developed programs) or as
  otherwise agreed in writing by the Parties, (iii) discoveries, inventions,
  patents, know-how and techniques arising out of the Services, and (iv) any
  and all products (including software and equipment) developed as a result of
  the Services. The performance by Nortel Networks of Services shall not be
  deemed work for hire. Nortel Networks grants to Customer a perpetual,
  non-exclusive, world-wide, paid up license to use, copy and modify the
  designs, documentation and other work product prepared by Nortel Networks and
  delivered to Customer in the performance of Services solely for Customer’s
  internal business purposes. It is understood between the Parties that Nortel
  Networks will employ its know-how, techniques, concepts, experience and
  expertise, as well as all other intellectual property, including that to
  which it reserves its rights hereunder, to perform services for others which
  are the same as or similar to the Services.

	
   
	
   
	
   

	
  8. 
  Title and Risk of Loss

	
   
	
   
	
   

	
  8.1
	
   
	
  Title and risk of loss for ordered Hardware and
  Third Party Hardware shall pass from Nortel Networks to Customer upon its
  delivery to Customer.

	
   
	
   
	
   

	
  9. 
  Installation and Commissioning

	
   
	
   
	
   

	
  9.1
	
   
	
  Customer shall perform all installation,
  commissioning and software loading services with respect to the FWA Products,
  using skilled personnel and in accordance with the Nortel Procedures, with
  the exception of REM software upgrades, which shall be installed by Nortel
  Networks pursuant to the FWA TAS Agreement.

	
   
	
   
	
   

	
  10.
	
   
	
  Confidential Information

	
   
	
   
	
   

	
  10.1
	
   
	
  Confidential information (“Information”) means: (i)
  Software and Third Party Software; and (ii) all business, technical,
  marketing and financial information and data that is clearly marked with a
  restrictive legend of the disclosing party (“Discloser”).

	
   
	
   
	
   

	
  10.2
	
   
	
  The party receiving Information (“Recipient”) will
  use the same care and discretion to avoid disclosure, publication or
  dissemination of Information as it uses with its own similar information that
  it does not wish to disclose, publish or disseminate. The Recipient may
  disclose Information only to: (i) its employees and employees of its parent,
  subsidiary affiliated companies or subcontractors who have a need to know for
  purposes of carrying out this Agreement; and (ii) any other party with the
  Discloser’s prior written consent. Before disclosure to any of the above
  parties, the Recipient will have a written agreement with such party
  sufficient to require that party to treat Information in accordance with this
  Agreement. 

	
   
	
   
	
   

	
  10.3
	
   
	
  The Recipient may disclose Information to the extent
  required by law. However, the Recipient must give the Discloser prompt notice
  and make a reasonable effort to obtain a protective order.

	
   
	
   
	
   

	
  10.4
	
   
	
  No obligation of confidentiality applies to any
  Information that the Recipient: (i) already possesses without obligation of
  confidentiality; (ii) develops independently; or (iii) rightfully receives
  without obligations of confidentiality from a third party. No obligation of
  confidentiality applies to any Information that is, or becomes, publicly
  available without breach of this Agreement.




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  10.5
	
   
	
  Each party’s obligations hereunder shall survive for
  a period of five (5) years after receipt of Information hereunder from the
  Discloser, except as otherwise mutually agreed upon by the parties.

	
   
	
   
	
   

	
  10.6
	
   
	
  THE DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES
  OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY INFORMATION FURNISHED TO THE
  RECIPIENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY
  OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, EXCEPT FOR THOSE
  SET FORTH IN SECTION 6 HEREOF.

	
   
	
   
	
   

	
  10.7
	
   
	
  The release of any advertising or other publicity
  relating to this Agreement requires the prior approval of both Parties. 

	
   
	
   
	
   

	
  11.  Patents and Copyrights

	
   
	
   
	
   

	
  11.1
	
   
	
  Nortel Networks shall indemnify and hold harmless
  Customer, its officers, directors, representatives, agents, employees,
  contractors, subcontractors, subsidiaries and affiliates against any actual
  direct loss, damage, liability, cost, expense, action or claim, including
  reasonable attorneys’ fees, litigation costs and expenses and amounts paid in
  settlement, subject to the limitations set forth in the following paragraphs,
  arising out of or in connection with any infringement or alleged infringement
  of patents, copyrights, trademarks, trade secrets, or any other intellectual
  property right of a third party. Therefore, if a third party claims that
  Nortel Networks Hardware or Software provided to Customer under this
  Agreement infringes such third party’s patent or copyright, Nortel Networks
  will defend Customer against that claim at Nortel Networks’ expense and pay
  all costs and damages that a court finally awards or are agreed in
  settlement, provided that Customer: (a) promptly notifies Nortel Networks in
  writing of the claim, and (b) allows Nortel Networks to control, and
  cooperates with Nortel Networks at Nortel Networks’ expense in, the defense
  and any related settlement negotiations. If such a claim is made or appears
  likely to be made, Nortel Networks agrees to secure the right for Customer to
  continue to use the Hardware or Software, or to modify it, or to replace it
  with equivalent Hardware or Software. If Nortel Networks determines that none
  of these options is reasonably available, Customer agrees to return the
  Hardware or Software to Nortel Networks on Nortel Networks’ written request.
  Nortel Networks will then give Customer a credit equal to the purchase price
  paid by Customer for the Hardware or Software. Any such claims against the
  Customer or liability for infringement arising from use of the Hardware or
  Software following a request for return by Nortel Networks are the sole
  responsibility of Customer. This represents Customer’s sole and exclusive
  remedy regarding any claim of infringement. 

	
   
	
   
	
   

	
  11.2
	
   
	
  Nortel Networks has no obligation regarding any
  claim based on any of the following: (a) anything Customer provides which is
  incorporated into the Hardware or Software; (b) compliance by Nortel Networks
  with the Customer’s specifications, designs or instructions; (c) the amount
  of revenues or profits earned or other value obtained by the use of a Product
  by Customer; (d) Customer’s modification of Hardware or Software (subject to
  Section 4.4(a) hereof); (e) the combination, operation, or use of Hardware or
  Software with other products not provided by Nortel Networks as a system, or
  the combination, operation, or use of Hardware or Software with any product,
  data, or apparatus that Nortel Networks did not provide; (f) the Customer’s
  failure to install or have installed changes, revisions or updates as
  instructed by Nortel Networks; or (g) infringement by a Third Party Vendor
  Item alone, as opposed to its combination with Products Nortel Networks
  provides to Customer as a system.

	
   
	
   
	
   

	
  11.3
	
   
	
  In case of any infringement caused by any Third
  Party Vendor Item, Nortel Networks shall reasonably cooperate with Customer
  and hereby assigns to Customer any of its rights to request the proper
  defense and indemnification for such claim to such Third Party Vendor. Nortel
  Networks shall provide Customer with all necessary contact information and
  applicable documentation, if available, for those third party vendors.
  Furthermore, Nortel Networks shall use its best efforts to provide reasonable
  assistance to Customer for Customer to be able to obtain from the Third Party
  Vendor the applicable defense and indemnification for such Third




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  Party Vendor Item infringement, but only to the
  extent such assistance does not cause Nortel Networks to incur any
  out-of-pocket expenses or material additional costs.

	
   
	
   
	
   

	
  12.  Limitation of Liability 

	
   

	
  12.1
	
   
	
  In no event shall Nortel Networks or its agents or
  suppliers be liable to Customer for more than the amount of any actual direct
  damages up to the greater of  [*] (or
  equivalent in local currency) or the charges for the Product or Services that
  are the subject of the claim, regardless of the cause and whether arising in
  contract, tort or otherwise. This limitation will not apply to claims for
  damages for bodily injury (including death) and damage to real property and
  tangible personal property for which Nortel Networks is legally liable and
  payments as set forth in Section 11 - Patents and Copyrights. 

	
   
	
   
	
   

	
  12.2
	
   
	
  IN NO EVENT SHALL NORTEL NETWORKS OR ITS AGENTS OR
  SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING: I) DAMAGES BASED ON ANY THIRD
  PARTY CLAIM, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN; II) LOSS OF, OR DAMAGE
  TO, CUSTOMER’S RECORDS, FILES OR DATA; OR III) INDIRECT, SPECIAL, INCIDENTAL,
  PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST SAVINGS),
  EVEN IF NORTEL NETWORKS IS INFORMED OF THEIR POSSIBILITY. 

	
   
	
   
	
   

	
  13.  Concessions

	
   
	
   
	
   

	
  13.1
	
   
	
  Customer hereby warrants and represents that it and
  its affiliates in Mexico have obtained the Concessions which will permit each
  of them to legally operate all or a portion of the Products in Mexico. The
  Parties agree that Nortel Networks shall not deliver or install any Products,
  perform any Services or accept any Orders hereunder unless Customer or its
  affiliates (if applicable) have been granted a Concession in Mexico for the
  use of such Products. 

	
   
	
   
	
   

	
  14. Changes or Substitution of
  Products

	
   
	
   
	
   

	
  14.1
	
   
	
  At any time, Nortel Networks may implement changes
  to the Products, modify the Products’ designs and Specifications or
  substitute the Products with ones of similar or more recent design. The
  Parties shall mutually agree on the Price of such changed or substituted
  Products. Such a change to or substitution of the Products provided under
  this Agreement shall be subject to the following requirements: (i) shall not
  adversely affect the physical or functional interchangeability or the
  performance Specifications of the Products, except as otherwise agreed in
  writing by Customer; (ii) the price for equivalent performance shall be the
  same or lower than the price agreed hereunder, except as otherwise agreed in
  writing by Customer; (iii) any change or substitution of the Products shall
  be functionally equivalent and compatible with the changed or substituted Product,
  without the need for any other adaptations; and (iv) shall under no
  circumstances either reduce or decrease Nortel Networks’ warranty obligations
  set forth in this Agreement. 

	
   
	
   
	
   

	
  15. Delayed Shipment of the
  Products or the Performance of the Services

	
   
	
   
	
   

	
  15.1
	
   
	
  If Customer notifies Nortel Networks less than
  thirty (30) days prior to the scheduled delivery date of the Products (or if
  the Products have been manufactured per the agreed upon schedule) that
  Customer does not wish to take delivery thereof at the scheduled time or that
  a site is not available to receive such Products, or if Customer fails to
  take delivery of such Products upon their arrival at the applicable site,
  Nortel Networks shall have the right to place the Products in storage and Customer
  shall bear all costs of demurrage, restocking, warehousing, reloading,
  transporting, off-loading, and other associated costs incurred by Nortel
  Networks. All such costs shall be paid in full within thirty (30) days of
  Customer’s receipt of Nortel Networks’ commercial invoice therefor. Customer
  may delay delivery or fail to take delivery of the Products for not more than
  thirty (30) days. Once such thirty-day term elapses, Customer shall
  immediately pay to Nortel Networks the outstanding balance of the purchase 




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  price of the Products, if any, and the warranty
  period for the affected Products shall be deemed to start upon expiration of
  such 30-day term.

	
   
	
   
	
   

	
  15.2
	
   
	
  If Customer notifies Nortel Networks less than
  thirty (30) days prior to the scheduled performance date of the Services that
  Customer does not wish Nortel Networks to perform such Services at the
  scheduled time or that the Site is not available for the performance of such
  Services, Nortel Networks shall have the right to delay the performance of
  the Services and Customer shall bear all associated and documented out of
  pocket travel and expense costs incurred by Nortel Networks. All such costs
  shall be paid in full within thirty (30) days of Customer’s receipt of Nortel
  Networks’ commercial invoice therefor.

	
   
	
   
	
   

	
  15.3
	
   
	
  Site facilities and physical specifications of
  equipment (including shelters, fiber cabling, power, etc.) provided by
  Customer for use with the Products sold hereunder must meet Nortel Networks’
  installation and environmental Specifications. Any testing required to verify
  the condition of Site facilities and any required upgrades will be at
  Customer’s expense.

	
   
	
   
	
   

	
  16. Termination; Survival

	
   
	
   
	
   

	
  16.1
	
   
	
  Without prejudice to any rights and remedies
  provided for hereunder, either Party hereto may terminate this Agreement,
  effective immediately, upon written notice to any other Party, upon the
  occurrence of any of the following events or conditions (each, an “Event of
  Default”): 

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
   
	
  the other Party applies for or consents to the
  appointment of, or the taking of possession by a receiver, custodian, trustee
  or liquidator of itself or of all or a substantial part of its property, 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
   
	
  the other Party makes a general assignment for the
  benefit of its creditors, 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
   
	
  the other Party commences a voluntary proceeding
  under the bankruptcy, insolvency or similar laws relating to relief from
  creditors generally, 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
   
	
  the other Party fails to contest in a timely or
  appropriate manner, or acquiesces in writing to, any petition filed against
  it in an involuntary proceeding under the bankruptcy, insolvency or similar
  laws relating to relief from creditors generally, or any application for the
  appointment of a receiver, custodian, trustee, or liquidator of itself or of
  all or a substantial part of its property or its liquidation, reorganization,
  dissolution or winding-up, or

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (v)
	
   
	
  the other Party materially fails to perform any term
  or condition under this Agreement or any of its Annexes, which failure
  continues for a period of thirty (30) days after written notice has been
  given to the breaching Party; provided, however, that if any
  Party exercises its termination rights as provided in this Section 16.1 (v)
  after any sale of the FWA Business by Nortel Networks, the FWA TAS Agreement,
  shall automatically be terminated concurrently therewith; and provided,
  further, that if any Party exercises its termination rights as provided
  in this Section 16.1 (v) prior to any sale of the FWA Business by Nortel
  Networks, the three other Replacement Agreements shall automatically be
  terminated concurrently therewith. 
  For the avoidance of doubt, the Parties agree that any failure by
  Customer to comply with the purchase commitment set forth in Section 19
  hereof shall be deemed material.

	
   
	
   
	
   
	
   
	
   

	
  16.2
	
   
	
  In addition, and without prejudice to any rights and
  remedies provided for hereunder, Nortel Networks may terminate all four
  Replacement Agreements, effective immediately, upon written notice to the
  other Party, upon the occurrence of any of the following events or
  conditions:

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
   
	
  Customer fails to make payment in accordance with
  the terms and conditions hereof, which failure continues for a period of ten
  (10) business days (in Mexico) after written notice to Customer, 




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  (ii)
	
   
	
  within eighteen (18) months from the date hereof,
  the identity of Customer’s business materially changes by sale of its
  business, transfer of control of its capital stock, merger or otherwise,
  unless prior written consent therefor has been obtained from Nortel Networks;
  or 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
   
	
  the occurrence of an Event of Default under any one
  of the Senior Note or the other Replacement Agreements which by the terms of
  such agreements would allow Nortel Networks to declare such Senior Note due
  and payable or to terminate such Replacement Agreement, as the case may be.

	
   
	
   
	
   
	
   
	
   

	
  16.3
	
   
	
  The respective obligations of each Party pursuant to
  Sections 1, 4, 5, 6, 7, 10, 11, 12, 16 and 18 hereof, and any other
  obligations of each Party pursuant to this Agreement that by their nature
  would continue beyond the termination, cancellation, or expiration hereof,
  shall survive such termination, cancellation, or expiration; provided,
  however, that if Customer fails to make payment in accordance with the
  terms and conditions hereof (subject to the cure period provided in Section
  16.2 above), the Parties expressly agree that the following Sections hereof
  shall not survive such termination, cancellation, or expiration: Sections 6
  and 7; and provided, further, that Section 4 hereof shall survive such
  termination, cancellation, or expiration only to the extent that Customer is
  not in default of the payment of the applicable Software license fees, if
  any.

	
   

	
  17. Nortel Procedures 






	
  17.1

  	
   
	
  “Nortel Procedures” will consist of documents which
  describe in detail the engineering, installation, commissioning, maintenance,
  troubleshooting and operation of Product(s). The Nortel Procedures shall be
  provided in the English language. Nortel Networks shall provide the Nortel
  Procedures in Spanish if so published. Nortel Networks shall ship electronic
  documentation containing the applicable Nortel Procedures to Customer with
  the initial delivery of a system release to Customer. During the Term, Nortel
  Networks shall, at no additional charge to Customer, deliver to Customer, one
  set of electronic files with updates, revisions and/or
  corrections of such Nortel Procedures as they become available. Customer may
  order additional copies of the Nortel Procedures at Nortel Networks’ then
  applicable prices. Customer may use and reproduce the Nortel Procedures in
  paper format for the purposes of engineering, installing, commissioning,
  maintaining, troubleshooting and operating the Products, subject to the
  limitations regarding Information set forth in Section 10. Reproduction shall
  include the copyright or similar proprietary notices. Customer is responsible
  for ensuring proper versions of the Nortel Procedures are printed and
  distributed.

  
	
   
	
   
	
   

	
  18. General

	
   
	
   
	
   

	
  18.1
	
   
	
  Customer agrees that it will not export Products
  procured hereunder from Mexico without Nortel Networks’ prior written
  consent. Nortel Networks reserves the right to assign any portion of an Order
  accepted under this Agreement, in whole or in part, provided that such assignment
  shall be in compliance with the provisions of Section 20 below if such
  assignment falls under the situation provided for in Section 20 of this
  Agreement. Customer represents and warrants that it is buying Products and/or
  Services for its own internal use and not for resale. 

	
   
	
   
	
   

	
  18.2
	
   
	
  Customer agrees to comply with all laws applicable
  to it, including all applicable export and import laws and regulations. In
  the event that any provision of this Agreement or portions thereof are held
  to be invalid or unenforceable, the remainder of this Agreement will remain
  in full force and effect. 

	
   
	
   
	
   

	
  18.3
	
   
	
  The terms and conditions of this Agreement, together
  with the other three Replacement Agreements and any other agreements
  contemplated by the Term Sheet entered into between Customer and Nortel
  Networks Limited on October 12, 2002, form the complete and exclusive 




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  agreement between Customer and Nortel Networks and
  replaces any prior oral or written communications and agreements regarding
  the subject matter thereof.

	
   
	
   
	
   

	
  18.4
	
   
	
  Any changes to this Agreement must be made by mutual
  agreement in writing. All Customer’s rights and all of Nortel Networks’
  obligations are valid only in Mexico. 

	
   
	
   
	
   

	
  18.5
	
   
	
  The laws of the State of New York, United States of
  America govern this Agreement, exclusive of its conflict of laws provisions;
  and nothing in this Agreement affects any statutory rights of consumers that
  cannot be waived or limited by contract. The United Nations Convention on the
  International Sale of Goods shall not apply.

	
   
	
   
	
   

	
  18.6
	
   
	
  If, within thirty (30) days from the date of any
  notice of dispute from a Party to any other Party, such Parties are unable to
  resolve the issue, then either Party may initiate the binding arbitration to
  resolve such dispute by written notice to such other Party upon expiration of
  such thirty (30) day period. Any dispute between the Parties arising in
  connection with this Agreement shall be exclusively resolved by arbitration
  pursuant to the Rules of Conciliation and Arbitration of the
  International Chamber of Commerce then in force. The arbitration proceedings
  pursuant to this Section 18(c) shall take place in the English language in
  the City of Miami, State of Florida, before a panel of three (3) arbitrators
  appointed in accordance with the aforementioned rules. The decision of the
  arbitrators shall be final and binding upon the Parties and their respective
  successors and assigns. The decision and award rendered by the arbitrators
  may be entered in any court of competent jurisdiction and any such court may
  order the enforcement of such award against the Parties and their respective
  successors and assigns.

	
   
	
   
	
   

	
  18.7
	
   
	
  EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
  TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, OR RELATING TO, THIS
  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING ANY ORDER ISSUED
  AND ACCEPTED HEREUNDER.

	
   
	
   
	
   

	
  18.8
	
   
	
  The following Annexes are part of this Agreement: 

	
   
	
   
	
   

	
   
	
   
	
  Annex A – Initial Order

	
   
	
   
	
  Annex B - Change Order Procedures and Form of Change
  Order

	
   
	
   
	
  Annex C - Description of Products

	
   
	
   
	
  Annex D - Product Specifications

	
   
	
   
	
  Annex E - Order Procedure

	
   
	
   
	
  Annex F – Prices

	
   
	
   
	
  Annex G - Warranty Services

	
   
	
   
	
  Annex H - Purchase Commitment

	
   
	
   
	
  Annex I – Intentionally Left in Blank

	
   
	
   
	
  Annex J – Delivery Times

	
   
	
   
	
   

	
   
	
   
	
  In the event of any conflict or inconsistency
  between the provisions of the body of this Agreement and its Annexes, the
  body of this Agreement shall prevail.

	
   
	
   
	
   

	
  18.9
	
   
	
  Notwithstanding anything in this Agreement to the
  contrary, if the supply of the Products or the performance of the Services by
  Nortel Networks, or any portion thereof, or the performance of any other
  obligation hereunder by any party is prevented, delayed, interfered with, or
  interrupted by reason of a Force Majeure Event, such prevention, delay,
  interference, or interruption shall be deemed not to be a default pursuant to
  this Agreement and the time or times for such performance or supply hereunder
  shall be extended by the period or periods same is so prevented, delayed,
  interfered with, or interrupted. The foregoing shall apply even though any
  such cause exists or is foreseeable as of the date hereof. Neither Party
  shall be required to change its usual business practices or methods or to
  assume or incur other than its usual costs or expenses in order to mitigate,
  avoid, or eliminate any Force Majeure Event or to reduce the period of any
  resulting delay. Each Party shall notify the other Parties of any delay 




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  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  





	
   
	
   
	
  or failure excused by this Section 18(f) and shall
  specify the revised performance date as soon as practicable. Nothing
  contained in this Section 18(f) shall affect any obligation of Customer to
  make any payment when due in accordance with this Agreement.

	
   
	
   
	
   

	
  18.10
	
   
	
  All notices pursuant to this Agreement will be in
  writing and deemed given when delivered in person, by certified mail or
  courier service, or by facsimile. Notices to Customer shall be sent to: 

	
   
	
   
	
   

	
   
	
  Boulevard Gustavo Diaz Ordaz
  Km. 3.33 L-1

  Colonia Unidad San Pedro

  San Pedro Garza García 

  Nuevo León, Mexico

  Attention: Director de Negociaciones Estratégicas 
with a copy to the Corporate Counsel.

	
   
	
   

	
   
	
  Notices to Nortel Networks shall be sent to: 

	
   
	
   

	
   
	
  Nortel Networks (CALA) Inc. 
1500 Concord Terrace

  Sunrise, Florida 33323-2815, 

  Attention: Senior Counsel 

	
   
	
   

	
   
	
  with a copy to:

	
   
	
   

	
   
	
  Nortel Networks de México, S.A.
  de C.V.

  Insurgentes Sur 1605, Piso 30

  Col. San José Insurgentes

  03900 México, D.F.
Attn.: President

	
   
	
   

	
   
	
  Notices from Customer to Nortel Networks pursuant to
  Section 5.20, shall be sent to: 

	
   
	
   

	
   
	
  Nortel Networks de México, S.A.
  de C.V.

  Insurgentes Sur 1605, Piso 30

  Col. San José Insurgentes

  03900 México, D.F.
Attn.: Contract Management – Axtel Project

	
   
	
   
	
   

	
  19. Purchase Commitment

	
   
	
   
	
   

	
  19.1
	
   
	
  Customer hereby irrevocably agrees to purchase from
  Nortel Networks the minimum annual amounts of Products as further described
  in Annex H hereof. 

	
   
	
   
	
   

	
  20. Assignment; Right of First
  Refusal

	
   
	
   
	
   

	
  20.1
	
   
	
  Each Party agrees not to assign or otherwise
  transfer this Agreement or its rights under it, or delegate its obligations,
  without the other Party’s prior written consent, and any attempt to do so is
  void. Notwithstanding the foregoing, Nortel Networks may assign or otherwise
  transfer this Agreement or its rights under it, or delegate its obligations,
  to any of its affiliates. Nortel Networks may also assign or otherwise
  transfer this Agreement or its rights under it, or delegate its obligations,
  to any purchaser of the FWA Business without the Customer’s prior written
  consent; provided that:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (i)
	
   
	
  Nortel Networks shall provide to Customer the
  soliciting or offering material used in connection with any contemplated sale
  of the FWA Business (the “FWA Information”) at the same time any such
  FWA Information is provided to any third party potential 

							



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  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  





	
   
	
   
	
   
	
   
	
  purchaser (the “Potential
  Purchasers”), subject to execution by the Parties of a
  non-disclosure agreement in a form and substance reasonably satisfactory to
  Nortel Networks, but no less restrictive on Customer than the non-disclosure
  agreement executed with the Potential Purchasers; and provided, however,
  that Nortel Networks may not offer, solicit interest in or sell the FWA
  Business to any company which is a direct competitor of Customer or does not
  have the necessary resources (human and/or technical), at Nortel Networks’
  reasonable judgment, to manufacture the Products and/or to provide the
  technical support required by Customer, including without limitation,
  Teléfonos de México, S.A. de C.V. or any of its affiliates (the “Restricted Companies”);

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
   
	
  Nortel Networks hereby grants to Customer a right of
  first refusal (“RFR”) with respect to any offer received by Nortel
  Networks from any third party which Nortel Networks proposes to accept
  (including any revised offers), allowing Customer to purchase the FWA
  Business on terms not less favorable than such offer, subject to Customer
  having made, within fourteen (14) days after Nortel Networks shall have
  delivered written notice to Customer of such offer or revised offer (the “Vendor’s
  Notice”), a single deposit of  [*]
  (the “Deposit”) into an interest bearing escrow account. Once Nortel
  Networks has received the Deposit, Customer shall have the right to perform a
  due diligence investigation of the FWA Business, and Nortel Networks shall be
  obligated to promptly provide all the information and access that Customer
  reasonably requires for the evaluation of the FWA Business; and

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
   
	
  in the event of any such sale to a purchaser other
  than Customer, such new vendor shall assume all of Nortel Networks’
  obligations under this Agreement. 

	
   
	
   
	
   
	
   
	
   

	
  20.2
	
   
	
  If Customer exercises its RFR, Nortel Networks and
  Customer shall have sixty (60) days from payment of the Deposit to negotiate
  in good faith and enter into a purchase agreement pursuant to which Nortel
  Networks will sell the FWA Business to Customer, unless a longer period of
  time is stated in the offer received from the Potential Purchaser, in which
  case such longer period shall prevail (the “Offer Period”). If the
  Parties have entered into such an agreement by the end of the Offer Period,
  the Deposit shall be credited towards the purchase price of the FWA Business.
  If the Parties have not entered into such an agreement by the end of the
  Offer Period, Customer shall forfeit in favor of Nortel Networks the Deposit,
  and Nortel Networks shall have the right to sell the FWA Business to any
  Potential Purchaser other than a Restricted Company, subject to the terms and
  conditions of Section 20.3 below; provided, however, that if the terms
  of the proposed sale are more favorable to such Potential Purchaser than the
  best offer (from Nortel Networks’ perspective) presented by Customer to
  Nortel Networks during the Offer Period, then the RFR shall again apply to
  such sale, but Customer shall not be obligated to provide any additional
  Deposit.

	
   
	
   
	
   
	
   
	
   

	
  20.3
	
   
	
  If Customer shall decline in any instance to
  exercise its RFR or the Parties fail to enter into the purchase agreement as
  described in Section 20.2, Nortel Networks shall have the right for a period
  of one year from the date of such declination or failure, to sell the FWA
  Business to a Potential Purchaser 
  (except if such Potential Purchaser is a Restricted Company) without
  prior notice to Customer, on terms which are not more beneficial to such
  Potential Purchaser than those set forth in Vendor’s Notice. If the foregoing
  conditions are not met, the RFR shall again apply to such sale; provided,
  however, that the 60-day term provided in Section 20.2 above shall be
  reduced to thirty (30) days and Customer shall not be obligated to provide
  any additional Deposit.




The Parties hereto have
executed this Purchase and License Agreement for FWA Equipment as of February
14, 2003 and it shall become effective on the Closing Date.

Page 17               












	
  Purchase and License Agreement for FWA Equipment

	
   

	
  



  






	
  AXTEL, S.A. DE C.V.

  
	
   

  
	
  By: 

  	
  /s/ Alberto
  Villasante

  	
   

  
	
   

  	
  



  	
   

  
	
  Name:
  Alberto Villasante

  
	
  Title: 

  
	
   

  	
  



  	
   

  
	
   

  
	
  NORTEL NETWORKS LIMITED

  
	
   

  
	
  By: 

  	
    /s/
  Victor Cervantes

  	
   

  
	
   

  	
  



  	
   

  
	
  Name:  Victor Cervantes

  
	
  Title:
  Attorney-in-Fact

  
	
   

  
	
  NORTEL NETWORKS DE MÉXICO,
  S.A. DE C.V.

  
	
   

  
	
  By: 

  	
  /s/ Victor
  Cervantes

  	
   

  
	
   

  	
  



  	
   

  
	
  Name:  Victor Cervantes

  
	
  Title:
  Attorney-in-Fact

  
								



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  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  



ANNEX
H

PURCHASE
COMMITMENT

[*] Certain information
on this Annex has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions.

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  Purchase and License Agreement for FWA Equipment

	
   

	
  



  



ANNEX
H

PURCHASE
COMMITMENT

	
  1.
	
   
	
  RSS Equipment:

	
   
	
   
	
   

	
  a)
	
   
	
  Customer hereby irrevocably agrees to issue Orders
  for a Total Annual Minimum Commitment of units in accordance with the table
  below, where a unit is a complete F2 RSS or a complete F5 RSS including the
  RDA:






	
   
	
   
	
  Baseline
  

  Annual 

  Minimum 

  Commitment
	
   
	
  Additional
  Annual 

  Minimum 

  Commitment
	
   
	
  Total
  Annual 

  Minimum 

  Commitment

	
   
	
   
	
  



  	
   
	
  



  	
   
	
  



  
	
  Year/
  RSS 

  type
	
   
	
  Either
  F2 

  or F5 Units
	
   
	
  F2 RSS

  Units
	
   
	
  F5 RSS
  

  (including 

  RDA) Units
	
   
	
  Total
  RSS Units

	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  
	
  2003
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]

	

  2004
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]

	

  2005
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]

	

  2006
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]

	

  2007
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]
	
   
	
  [*]






	
  b)

  	
   
	
  Orders for the 20,000 unit order amount for 2003
  will be submitted on the Closing Date. 

	
   
	
   
	
   

	
  c)
	
   
	
  An annual review of volume requirements for the
  following calendar year shall be conducted in November of each year. 

	
   
	
   
	
   

	
  d)
	
   
	
  Minimum Order size shall be 5,000 units, with the
  following options: (i) at least 5,000 F2 RSS, (ii) at least 5,000 F5 RSS, or
  (iii) at least 2,500 F2 RSS and at least 2,500 F5 RSS.

	
   
	
   
	
   

	
  e)
	
   
	
  A surcharge of US$25 per unit shall be added to the
  price for the first 35,000 units ordered per year (the price per RSS set
  forth in Annex F of the Contract, already includes the US$25.00 Dollar
  surcharge set forth in this Section (e)). Nortel Networks will review options
  for reduction of this surcharge conditional upon additional base station
  volume commitments.

	
   
	
   
	
   

	
  f)
	
   
	
  Within the first thirty (30) months after Closing
  Date of the Agreement, Customer hereby irrevocably agrees to issue Orders for
  an accumulative quantity of compact bracket kits not less than 50,000.
  Bracket requirements for the balance of the Term will be agreed between the
  Parties once the above order has been completed.

	
   
	
   
	
   

	
   
	
   
	
  Minimum Order quantity for such compact bracket kits
  shall be in multiples of 5,000 units, unless otherwise agreed by the Parties.




Page 20               











	
  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  





	
  2.
	
   
	
  Base Station Units:

	
   
	
   
	
   

	
  a)
	
   
	
  Full calendar year minimum order commitments as per
  the table below:





	
   
	
  Base
  Stations “units”

	
   
	
  



  
	
  2003
	
  [*]

	
  2004
	
  [*]

	
  2005
	
  [*]

	
  2006
	
  [*]

	
  2007
	
  [*]






	
  where a “unit” is counted as:

  
	
   

	
  •

  	
   
	
  An 18 bearer base station,

  
	
  •

  	
   
	
  An 18 to 27 bearer capacity
  upgrade,

  
	
  •

  	
   
	
  A 27 to 48 bearer upgrade, or

  
	
  •

  	
   
	
  A cell site Packet Data upgrade.

  
	
   
	
   
	
   

	
  b)

  	
   
	
  Order for the full calendar year minimum commitment
  to be placed on or before December 15th of each year, except in
  2003, where the order shall be placed on Closing Date. Delivery to commence
  within six  (6) months of order
  acceptance and, except in the case of 2003, shall be completed within twelve
  (12) months of order acceptance.

	
   
	
   
	
   

	
  c)
	
   
	
  Minimum order quantity of ten (10) base station
  units shall apply. Specifically in the case of cell site Packet Data
  Upgrades, where one (1) cell site upgrade equals two (2) TPM-PDs and
  corresponding software activation fees, this would mean a minimum order
  quantity of twenty (20) TPM-PDs  

	
   
	
   
	
   

	
  d)
	
   
	
  Not withstanding the foregoing, in the event that
  AXtel identifies additional requirements for base station units after placing
  the annual purchase order as per Section 2 (b) above, such requirements will
  not be subject to minimum order quantity restrictions if ordered within two
  (2) months of the original order acceptance date and in accordance with the
  Change Order Procedures as detailed in Annex B.




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  Purchase and License Agreement for FWA Equipment

  
	
   

	
  



  



Annex J

PLA FWA Delivery Times

[*] Certain information
on this Annex has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions.

Page 22               











	
  Purchase and License Agreement for FWA Equipment

	
   

	
  



  



ANNEX
J

DELIVERY
TIMES

	
   
	
  1.-
	
   
	
  RSS Equipment.

	
   
	
   
	
   
	
   

	
   
	
  (i)
	
   
	
  Delivery of Product to commence within [*] of order
  acceptance.

	
   
	
  (ii)
	
   
	
  Partial RSS deliveries to be targeted to [*] per
  calendar month.

	
   
	
   
	
   
	
   

	
   
	
  2.-
	
   
	
  RBS  Equipment.

	
   
	
   
	
   
	
   

	
   
	
  (i)
	
   
	
  Delivery of Product to commence within [*] months of
  order acceptance.

	
   
	
   
	
   
	
   

	
   
	
  (ii)
	
   
	
  Except in the case of the year 2003, orders for the
  Annual Minimum Order Requirements will be fulfilled within [*] of order
  acceptance.

	
   
	
   
	
   
	
   

	
   
	
  (iii)
	
   
	
  Except in the case of the year 2003, within [*] of
  accepting the order for the Annual Minimum Requirement, Nortel will provide a
  forecasted delivery schedule for order fulfillment and, within a further [*]
  months, a committed delivery schedule for order fulfillment.




The Product Delivery
Dates are defined in Annex E (Order Procedures) of the Agreement.

Page 23